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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-24412
MACC PRIVATE EQUITIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 42-1421406
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.
101 SECOND STREET, S.E., STE. 800 52401
CEDAR RAPIDS, IOWA (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER
INCLUDING AREA CODE: (319) 363-8249
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO
THIS FORM 10-K [ ]
THE AGGREGATE MARKET VALUE OF THE REGISTRANT'S COMMON STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT AS OF SEPTEMBER 30, 1997, WAS APPROXIMATELY
$7,822,064 BASED UPON THE AVERAGE BID AND ASKED PRICE FOR SHARES OF THE
REGISTRANT'S COMMON STOCK ON THAT DATE. AS OF SEPTEMBER 30, 1997, THERE WERE
1,039,615 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING, OF WHICH
APPROXIMATELY 767,810 SHARES WERE HELD BY NON-AFFILIATES.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED
SEPTEMBER 30, 1997, ARE INCORPORATED BY REFERENCE INTO PARTS II AND IV OF THIS
REPORT. PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 24, 1998, ARE INCORPORATED BY
REFERENCE INTO PART III OF THIS REPORT.
PAGE 1 OF 61.
EXHIBIT INDEX APPEARS ON PAGE: 12.
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PART I
ITEM 1. BUSINESS.
GENERAL
MACC Private Equities Inc. (the "Corporation") was formed as a Delaware
corporation on March 3, 1994. It is qualified as a business development
company ("BDC") under the Investment Company Act of 1940, as amended (the "1940
Act").
The Corporation has one direct wholly-owned subsidiary, MorAmerica Capital
Corporation ("MorAmerica Capital"). As of September 30, 1997, MorAmerica
Capital comprised approximately 93% of the Corporation's assets. MorAmerica
Capital is an Iowa corporation incorporated in 1959 and which has been licensed
as a small business investment company since that year. It has also elected
treatment as a BDC under the 1940 Act.
On March 15, 1997, MorAmerica Realty Services, Inc. ("MorAmerica Realty")
(a former wholly-owned subsidiary of the Corporation), merged its wholly-owned
subsidiary, Motel Services, Inc. ("Motel Services"), with and into MorAmerica
Realty, and MorAmerica Realty merged with and into the Corporation on March 31,
1997. MorAmerica Realty, an Iowa corporation incorporated in 1972, previously
owned a motel which had been held for liquidation. Following the sale of the
motel during fiscal year 1994, the activities of MorAmerica Realty and Motel
Services had been limited to an orderly wind-up of affairs.
THE CORPORATION'S OPERATION AS A BDC
As noted above, both the Corporation and its wholly-owned subsidiary,
MorAmerica Capital, have elected treatment as BDCs under the 1940 Act. Under
the 1940 Act, a BDC may not acquire any asset other than Qualifying Assets as
defined under the 1940 Act, unless, at the time the acquisition is made,
Qualifying Assets represent at least 70 percent of the value of the BDC's total
assets. The principal categories of Qualifying Assets relevant to the business
of the Corporation are the following:
(1) Securities purchased in transactions not involving any public
offering from the issuer of such securities, which issuer is an eligible
portfolio company. An eligible portfolio company is defined in the 1940
Act as any issuer that:
(a) is organized under the laws of, and has its principal
place of business in, the United States;
(b) is not an investment company; and
(c) does not have any class of securities with respect to
which a broker may extend margin credit.
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The Corporation's investment in all of the issued and outstanding common
stock of MorAmerica Capital is also a Qualifying Asset under the 1940
Act.
(2) Cash, cash items, government securities, or high quality debt
securities maturing in one year or less from the time of investment.
In addition, a BDC must have been organized (and have its principal place
of business) in the United States for the purpose of making investments in the
types of securities described in (1) above and, in order to count the
securities as Qualifying Assets for the purpose of the 70 percent test, the BDC
must make available to the issuers of the securities significant managerial
assistance. Making available significant managerial assistance means, among
other things, any arrangement whereby the BDC, through its directors, officers
or employees offers to provide, and, if accepted, does so provide, significant
guidance and counsel concerning the management, operations or business
objectives and policies of a portfolio company.
Under the 1940 Act, once a company has elected to be regulated as a BDC,
it may not change the nature of its business so as to cease to be, or withdraw
its election as, a BDC unless authorized by vote of a majority, as defined in
the 1940 Act, of the company's shares. In order to maintain their status as
BDCs, the Corporation and MorAmerica Capital each must have at least 50% of
their total assets invested in the types of portfolio companies described by
Sections 55(a)(1) through 55(a)(3) of the 1940 Act. Accordingly, the
Corporation and MorAmerica Capital may not withdraw their BDC elections or
otherwise change their business so as to cease to qualify as BDCs without
shareholder approval.
INVESTMENTS AND DIVESTITURES
For the fiscal year ended September 30, 1997, the Corporation made total
investments of $9,800,370 in nine new portfolio companies and in follow-on
investments in seven existing portfolio companies. The Corporation's
investment-level objectives on a consolidated basis call for new and follow-on
investments of approximately $7,000,000 during fiscal year 1998.
During fiscal year 1997, the Corporation had $1,223,420 in realized gains
from the sale of investments in five portfolio companies. Over the same
period, $271,318 in realized losses were recognized from one portfolio company.
ITEM 2. PROPERTIES.
The Corporation does not own or lease any properties or other tangible
assets. Its business premises and equipment are furnished by InvestAmerica
Investment Advisors, Inc. (the "Investment Advisor"), the investment advisor to
the Corporation.
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ITEM 3. LEGAL PROCEEDINGS.
There are no items to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There are no items to report.
EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth the names, ages and positions of the
Corporation's Executive Officers as of December 15, 1997, as well certain other
information with respect to such persons:
Name Age Positions Currently Held Principal Occupations
- ---- --- with the Corporation During the Past Five Years
------------------------ ---------------------------
David R. Schroder 54 Director, President and Director, President and
Secretary Secretary of the
Investment Advisor;
MorAmerica Capital;
InvestAmerica Venture
Group, Inc.; InvestAmerica
N.D. Management, Inc.; and
InvestAmerica N.D., L.L.C.
Robert A. Comey 51 Director, Executive Vice Director, Executive Vice
President and Treasurer President, Treasurer and
Assistant Secretary of
MorAmerica Capital; the
Investment Advisor;
InvestAmerica Venture
Group, Inc.; InvestAmerica
N.D. Management, Inc. and
InvestAmerica N.D., L.L.C.
Kevin F. Mullane 42 Vice President Vice President of
MorAmerica Capital; Vice
President and Director of
the Investment Advisor;
InvestAmerica N.D.
Management, Inc.; and
InvestAmerica N.D., L.L.C.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Information in response to this Item is incorporated by reference to the
"Shareholder Information" section of the Corporation's Annual Report to
Shareholders for the fiscal year ended September 30, 1997 (the "1997 Annual
Report").
ITEM 6. SELECTED FINANCIAL DATA.
Information in response to this Item is incorporated by reference to the
"Selected Financial Data" section of the 1997 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Information in response to this Item is incorporated by reference to the
"Management's Discussion and Analysis" section of the 1997 Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information in response to this Item is incorporated by reference to the
Consolidated Financial Statements, notes thereto and report thereon contained
in the 1997 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no items to report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information in response to this Item is incorporated by reference to the
identification of directors and nominees contained in the "Election of
Directors" section and the subsection captioned "Section 16(a) Reporting
Compliance" of the Corporation's definitive proxy statement in connection with
its 1998 Annual Meeting of Stockholders, scheduled to be held on February 24,
1998 (the "1998 Proxy Statement"). Information in response to this Item also
is included under the caption "Executive Officers of the Registrant" of this
Report.
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ITEM 11. EXECUTIVE COMPENSATION.
Information in response to this Item is incorporated by reference to the
subsection captioned "Compensation of Directors and Executive Officers" of the
1998 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Information in response to this Item is incorporated by reference to the
subsection captioned "Stock Ownership of Certain Beneficial Owners" of the 1998
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Corporation and MorAmerica Capital each have executed an Investment
Advisory Agreement with the Investment Advisor. With respect to the
Corporation, the Investment Advisory Agreement provides for a management fee
payable to the Investment Advisor equal to 2.5% of Assets Under Management
(as that term is defined in the Investment Advisory Agreement). With respect
to MorAmerica Capital, the management fee is equal to 2.5% of Capital Under
Management (as that term is defined in the Investment Advisory Agreement), not
to exceed 2.5% of Assets Under Management, plus $5,000 per month through
September 30, 1998. In addition, the Investment Advisor is entitled to an
incentive fee under both of the Investment Advisory Agreements equal to 13.4%
of the net capital gains, before taxes, on portfolio investments and from the
disposition of other assets or property managed by the Investment Advisor. On
July 15, 1997, the Boards of Directors of the Corporation and MorAmerica
Capital approved the extension of the Corporation's and MorAmerica Capital's
existing Investment Advisory Agreements for additional one-year terms. On
December 16, 1997, the Boards of Directors of the Corporation and MorAmerica
Capital approved certain proposed amendments to the Investment Advisory
Agreements of the Corporation and MorAmerica Capital, respectively, subject to
approval by the shareholders of the Corporation. Additional information with
respect to the Investment Advisory Agreements is incorporated by reference to
the Section captioned "Proposal 4 -- Approval of Proposed Amendments to
Investment Advisory Agreements" of the 1998 Proxy Statement.
Management fees under the Investment Advisory Agreements on a consolidated
basis amounted to $684,584 for fiscal year 1997. No incentive fees were paid
under the Investment Advisory Agreements during fiscal year 1997.
The Investment Advisor is owned by its three principal officers and
directors, all of whom are also officers and/or directors of the Corporation.
These individuals and their positions held with the Investment Advisor are:
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Name Offices
---- -------
David R. Schroder Director, President and Secretary
Robert A. Comey Director, Executive Vice President,
and Treasurer
Kevin F. Mullane Director, Vice President and
Assistant Secretary
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.
(a) Documents filed as part of this Report:
1. A. The following financial statements are incorporated by
reference to the 1997 Annual Report.
Consolidated Balance Sheet at September 30, 1997
Consolidated Statement of Operations for the year
ended September 30, 1997
Consolidated Statements of Changes in Net Assets
for the years ended September 30, 1997, and September 30, 1996
Consolidated Statement of Cash Flows for the year ended
September 30, 1997
Notes to Consolidated Financial Statements
Consolidated Schedule of Investments as of September 30, 1997
Notes to the Consolidated Schedule of Investments
B. The Report of Independent Accountants with respect to the
financial statements listed in A. above is incorporated by reference
to the 1997 Annual Report.
2. No financial statement schedules of the Corporation are filed
herewith because (i) such schedules are not required or (ii) the
information required has been presented in the aforementioned
financial statements and schedule of investments.
3. The following exhibits are filed herewith or incorporated by
reference as set forth below:
3.1* Certificate of Incorporation of the Corporation.
3.2**** By-Laws of the Corporation.
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4 See Exhibits 3.1 and 3.2.
10.1** Investment Advisory Agreement between the Corporation and
InvestAmerica Investment Advisors, Inc., dated October 1, 1994.
10.1.a**** First Amendment to Investment Advisory Agreement between the
Corporation and InvestAmerica Investment Advisors, Inc., dated
August 1, 1996.
10.1.b Second Amendment to Investment Advisory Agreement between the
Corporation and InvestAmerica Investment Advisors, Inc., dated
August 1, 1997.
10.2** Investment Advisory Agreement between MorAmerica Capital
Corporation and InvestAmerica Investment Advisors, Inc., dated
October 1, 1994.
10.2.a**** First Amendment to Investment Advisory Agreement between
MorAmerica Capital Corporation and InvestAmerica Investment
Advisors, Inc., dated August 1, 1996.
10.2.b Second Amendment to Investment Advisory Agreement between
MorAmerica Capital Corporation and InvestAmerica Investment
Advisors, Inc., dated August 2, 1997.
10.3*** Agreement between the Corporation and Zions Bancorporation,
dated May 13, 1996.
13 1997 Annual Report to Stockholders.
21 Subsidiaries of the Corporation and jurisdiction of
incorporation.
27 Financial Data Schedule
*Incorporated by reference to the Corporation's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1997, as filed with the
Commission on May 14, 1997.
**Incorporated by reference to Amendment No. 3 to the Corporation's
Registration Statement on Form N-2, filed with the Commission on January 24,
1995 (File No. 33-79276).
***Incorporated by reference to the Corporation's Current Report on Form
8-K, dated May 13, 1996, filed with the Commission on May 13, 1996.
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****Incorporated by reference to the Corporation's Annual Report on Form
10-K, for the year ended September 30, 1996, as filed with the Commission on
December 27, 1996.
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the three months ended September
30, 1997.
[Remainder of page intentionally left blank.]
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized on December 16,
1997.
/s/ David R. Schroder
----------------------------------------
David R. Schroder
President and Secretary
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Date
- --------- ----
/s/ Paul M. Bass, Jr. December 16, 1997
- ---------------------------------- -----------------------
Paul M. Bass. Jr.
Chairman of the Board of Directors
/s/ David R. Schroder December 16, 1997
- ---------------------------------- -----------------------
David R. Schroder
Director, President and Secretary
/s/ Robert A. Comey December 16, 1997
- ---------------------------------- -----------------------
Robert A. Comey
Director, Executive Vice President
and Treasurer
/s/ Henry T. Madden December 16, 1997
- ---------------------------------- -----------------------
Henry T. Madden
Director
/s/ John D. Wolfe December 12, 1997
- ---------------------------------- -----------------------
John D. Wolfe
Director
/s/ Michael W. Dunn December 12, 1997
- ---------------------------------- -----------------------
Michael W. Dunn
Director
/s/ James L. Miller December 16, 1997
- ---------------------------------- -----------------------
James L. Miller
Director
/s/ Todd J. Stevens December 16, 1997
- ---------------------------------- -----------------------
Todd J. Stevens
Director
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EXHIBIT INDEX
Exhibit
Number Description Sequential Page
- ------- ----------- ---------------
10.1.b Second Amendment to Investment Advisory Agreement
between the Corporation and InvestAmerica
Investment Advisors, Inc., dated August 1, 1997 13
10.2.b Second Amendment to Investment Advisory Agreement
between MorAmerica Capital Corporation and
InvestAmerica Investment Advisors, Inc., dated
August 1, 1997 16
13 1997 Annual Report to Stockholders 19
21 Subsidiaries of the Corporation and Jurisdiction
of Incorporation 57
27 Financial Data Schedule 59
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